Page 1 of 22 Pages

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    Form 10-Q

   (Mark One)
           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 25, 2000

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to

                         Commission File Number 0-20539

                            PRO-FAC COOPERATIVE, INC.

             (Exact Name of Registrant as Specified in its Charter)

         New York                                        16-6036816
(State or other jurisdiction of                         (IRS Employer
 incorporation or organization                        Identification Number)

    90 Linden Place, PO Box 682, Rochester, NY              14603
     (Address of Principal Executive Offices)             (Zip Code)

   Registrant's Telephone Number, Including Area Code (716) 383-1850

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding  twelve  months (or such shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                    YES X NO

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of April 29, 2000.

                        Class A Common Stock - 2,132,981

                         Class B Common Stock - 755,259


<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

<TABLE>
Pro-Fac Cooperative, Inc. and Consolidated Subsidiaries - Agrilink Foods, Inc. and AgriFrozen Foods, Inc.
Consolidated Statement of Operations and Net Proceeds
(Unaudited)

(Dollars in Thousands)
<CAPTION>

                                                                          Three Months Ended                Nine Months Ended
                                                                     March 25,        March 27,        March 25,        March 27,
                                                                       2000             1999              2000            1999
                                                                    ---------         ---------        ---------        ---------

<S>                                                                <C>              <C>              <C>               <C>
Net sales                                                          $  300,880       $   361,235      $  977,613        $  920,517
Cost of sales                                                        (210,463)         (250,847)       (674,161)         (641,292)
                                                                   ----------       -----------      ----------        ----------
Gross profit                                                           90,417           110,388         303,452           279,225
Selling, administrative, and general expense                          (66,855)          (88,005)       (220,833)         (215,006)
Income from joint venture                                                 543               728           2,238             2,417
Gains on sales of assets                                                    0               532           2,293            64,734
Restructuring                                                               0            (5,000)              0            (5,000)
                                                                   ----------       -----------      ----------        ----------
Operating income                                                       24,105            18,643          87,150           126,370
Interest expense                                                      (22,114)          (20,048)        (64,598)          (46,997)
Amortization of debt issues costs associated with a
   Bridge Facility                                                          0                 0               0            (5,500)
                                                                   ----------       -----------      ----------        ----------
Income/(loss) before taxes, dividends, allocation of net proceeds,
   and extraordinary item                                               1,991            (1,405)         22,552            73,873
Tax provision                                                          (1,066)           (1,436)         (6,744)          (28,336)
                                                                   ----------       -----------      ----------        ----------
Income/(loss) before dividends, allocation of net proceeds, and
   extraordinary item                                                     925            (2,841)         15,808            45,537
Extraordinary item relating to the early extinguishment of debt
   (net of income taxes)                                                    0                 0               0           (18,024)
                                                                   ----------       -----------      ----------        ----------
Net income/(loss)                                                  $      925       $    (2,841)     $   15,808        $   27,513
                                                                   ==========       ===========      ==========        ==========

Allocation of net proceeds:
   Net income/(loss)                                               $      925       $    (2,841)     $   15,808        $   27,513
   Dividends on common and preferred stock                             (1,838)           (1,602)         (5,544)           (5,104)
                                                                   ----------       -----------      -----------       ----------
   Net (deficit)/proceeds                                                (913)           (4,443)         10,264            22,409
   Allocation from/(to) earned surplus                                    913             4,443          (4,531)          (21,734)
                                                                   ----------       -----------      ----------        ----------
   Net proceeds available to members                               $        0       $         0      $    5,733        $      675
                                                                   ==========       ===========      ==========        ==========

Net proceeds available to members:

   Estimated cash payment                                          $        0       $         0      $    1,433        $      169
   Qualified retains                                                        0                 0           4,300               506
                                                                   ----------       -----------      ----------        ----------
   Net proceeds available to members                               $        0       $         0      $    5,733        $      675
                                                                   ==========       ===========      ==========        ==========

<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial statements.
</FN>
</TABLE>


<PAGE>
<TABLE>
Pro-Fac Cooperative, Inc. and Consolidated Subsidiaries - Agrilink Foods, Inc. and AgriFrozen Foods, Inc.
Consolidated Balance Sheet (Unaudited)
<CAPTION>
(Dollars in Thousands)                                        ASSETS                      March 25,      June 26,        March 27,
                                                                                            2000           1999            1999
                                                                                          ---------      --------        --------
<S>                                                <C>          <C>           <C>       <C>             <C>            <C>
Current assets:
   Cash and cash equivalents                                                            $    8,452      $    6,540     $    9,421
   Accounts receivable, trade, net                                                         107,601          88,249        109,254
   Accounts receivable, other                                                                7,555           9,848          5,992
   Income taxes refundable                                                                       0          11,295              0
   Current deferred tax asset                                                               16,160          16,160         13,336
   Inventories -
     Finished goods                                                                        335,874         284,863        313,748
     Raw materials and supplies                                                             51,771          50,057         48,539
                                                                                        ----------      ----------     ----------
            Total inventories                                                              387,645         334,920        362,288
                                                                                        ----------      ----------     ----------
   Current investment in CoBank                                                              4,355           2,403          3,198
   Prepaid manufacturing expense                                                            12,933          18,217         13,607
   Prepaid expenses and other current assets                                                19,885          27,883         28,427
                                                                                        ----------      ----------     ----------
            Total current assets                                                           564,586         515,515        545,523
Investment in CoBank                                                                        15,750          19,693         19,699
Investment in Great Lakes Kraut Company                                                      9,013           6,679          9,001
Property, plant, and equipment, net                                                        352,491         367,255        353,418
Assets held for sale, at net realizable value                                                  339             890            920
Goodwill and other intangible assets, net                                                  257,613         260,733        294,048
Other assets                                                                                28,225          25,714         26,415
                                                                                        ----------      ----------      ---------
            Total assets                                                                $1,228,017      $1,196,479     $1,249,024
                                                                                        ==========      ==========     ==========

            Liabilities and Shareholders' and Members' Capitalization

Current liabilities:
   Notes payable                                                                        $  125,600      $   54,900     $  110,870
   Current portion of obligations under capital leases                                         208             208            256
   Current portion of long-term debt                                                        16,580           8,670          8,731
   Accounts payable                                                                         48,345         107,159         59,495
   Income taxes payable                                                                      1,608               0          1,978
   Accrued interest                                                                         13,959           5,974         10,935
   Accrued employee compensation                                                            11,372          15,127         13,399
   Other accrued expenses                                                                   84,004          64,603         88,825
   Dividends payable                                                                            27              45             31
   Amounts due Class B members                                                                 493           1,453              0
   Amounts due Class A members                                                              17,797          20,045         14,805
                                                                                        ----------      ----------     ----------
            Total current liabilities                                                      319,993         278,184        309,325
Obligations under capital leases                                                               568             568            503
Long-term debt                                                                             685,111         702,322        702,946
Deferred income tax liabilities                                                             23,072          23,072         34,644
Other non-current liabilities                                                               30,071          32,222         29,696
Minority interest in AgriFrozen                                                              8,000           8,000          8,000
                                                                                        ----------      ----------     ----------
            Total liabilities                                                            1,066,815       1,044,368      1,085,114
                                                                                        ----------      ----------     ----------
Commitments and contingencies

Class B cumulative  redeemable  preferred stock  liquidation  preference $10 per
   share, authorized - 500,000 shares; issued and
     outstanding 26,061, 26,061, and 28,634 shares, respectively                               261             261            286

Class A common stock, par value $5, authorized - 5,000,000 shares
                                                   March 25,     June 26,      March 27,
                                                     2000          1999          1999
                                                   ---------    ---------     -------
   Shares issued                                   2,136,820    1,995,740     1,913,892
   Shares subscribed                                 233,977      384,649       212,794
                                                   ---------    ---------     ---------
            Total subscribed and issued            2,370,797    2,380,389     2,126,686
   Less subscriptions receivable in installments    (233,977)    (384,649)     (212,794)
                                                   ---------    ---------     ---------

            Total issued and outstanding           2,136,820    1,995,740     1,913,892     10,684           9,979          9,569
                                                   =========    =========     =========
Class B common stock, par value $5, authorized
   1,600,000 shares; issued and outstanding - 755,259                                            0               0              0
Shareholders' and members' capitalization:
   Retained earnings allocated to members                                                   17,446          25,573         26,078
   Non-qualified allocation to members                                                         300           2,050          2,050
   Non-cumulative preferred stock, par value $25; authorized -
     5,000,000 shares; issued and outstanding - 37,529,
       39,635, and 41,471, respectively                                                        938             991          1,037
   Class A cumulative preferred stock, liquidation preference
     $25 per share; authorized - 10,000,000 shares; issued and
       outstanding 4,245,878, 3,694,495 and 3,692,659 shares,   respectively               106,147          92,362         92,316

   Special membership interests                                                                  0               0              0
   Earned surplus                                                                           26,189          21,658         33,182
   Accumulated other comprehensive income:
     Minimum pension liability adjustment                                                     (763)           (763)          (608)
                                                                                        ----------      ----------     ----------
            Total shareholders' and members' capitalization                                150,257         141,871        154,055
                                                                                        ----------      ----------      ---------
            Total liabilities and capitalization                                        $1,228,017      $1,196,479     $1,249,024
                                                                                        ==========      ==========     ==========
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>


<PAGE>
<TABLE>
Pro-Fac Cooperative, Inc. and Consolidated Subsidiaries - Agrilink Foods, Inc. and AgriFrozen Foods, Inc.
Consolidated Statement of Cash Flows
(Dollars in Thousands)
(Unaudited)

                                                                                                       Nine Months Ended
                                                                                                 ---------------------------------
                                                                                                 March 25,          March 27,
                                                                                                   2000               1999
                                                                                                 ---------          ---------
<S>                                                                                            <C>               <C>
Cash flows from operating activities:
     Net income                                                                                $    15,808       $    27,513
     Amounts payable to members                                                                     (1,433)             (169)
     Adjustments to reconcile net income to net cash used in operating activities:
       Extraordinary item relating to the early extinguishment of debt (net of income taxes)             0            18,024
       Gains on sales of assets                                                                     (2,293)          (64,734)
       Loss on disposal of assets                                                                        0               353
       Depreciation                                                                                 24,364            20,211
       Amortization of goodwill and other intangibles                                                6,551             6,739
       Interest in-kind on Subordinated Promissory Note                                              1,174                 0
       Amortization of debt issue costs and discount on subordinated promissory notes                3,579             6,969
       Equity in undistributed earnings of Great Lakes Kraut Company                                (2,238)           (2,417)
       Equity in undistributed earnings of CoBank                                                     (412)             (520)
       Change in assets and liabilities:
         Accounts receivable                                                                       (17,430)          (18,865)
         Inventories and prepaid manufacturing expense                                             (93,041)            5,830
         Income taxes refundable/(payable)                                                          12,903             8,395
         Accounts payable and other accrued expenses                                               (35,421)          (71,714)
         Amounts due to members                                                                     (2,248)           (5,831)
         Other assets and liabilities                                                                4,617            (4,057)
                                                                                               -----------       -----------
Net cash used in operating activities                                                              (85,520)          (74,273)
                                                                                               -----------       -----------

Cash flows from investing activities:

     Purchase of property, plant and equipment                                                     (22,152)          (13,411)
     Proceeds from disposals                                                                        53,538            94,913
     Proceeds from investment in CoBank                                                              2,403             1,994
     Cash paid for acquisitions                                                                          0          (516,052)
                                                                                               -----------       -----------
Net cash provided by/(used in) investing activities                                                 33,789          (432,556)
                                                                                               -----------       -----------

Cash flows from financing activities:

     Net proceeds from issuance of short-term debt                                                  70,700           110,870
     Proceeds from issuance of long-term debt                                                            0           711,530
     Payments on long-term debt                                                                    (11,773)         (287,313)
     Cash paid for debt issuance costs                                                                   0           (19,085)
     Cash portion of non-qualified conversion                                                         (445)             (153)
     Issuances of common stock                                                                         705               456
     Cash dividends paid                                                                            (5,544)           (5,104)
                                                                                               -----------       -----------
Net cash provided by financing activities                                                           53,643           511,201
                                                                                               -----------       -----------
Net change in cash and cash equivalents                                                              1,912             4,372
Cash and cash equivalents at beginning of period                                                     6,540             5,049
                                                                                               -----------       -----------
Cash and cash equivalents at end of period                                                     $     8,452       $     9,421
                                                                                               ===========       ===========


<FN>
(Table continued on next page)
</FN>
</TABLE>


<PAGE>
<TABLE>
Pro-Fac Cooperative, Inc. and Consolidated Subsidiaries - Agrilink Foods, Inc. and AgriFrozen Foods, Inc.
Consolidated Statement of Cash Flows
(Dollars in Thousands)
(Unaudited)

<CAPTION>
(Table continued from previous page)

                                                                                                       Nine Months Ended
                                                                                                   -----------------------------
                                                                                                    March 25,          March 27,
                                                                                                      2000*              1999
                                                                                                   ----------          ---------
<S>                                                                                                                    <C>
Supplemental disclosure of cash flow information:
   Acquisition of Agripac, Inc.:
     Accounts receivable                                                                                               $   12,563
     Inventories                                                                                                           39,055
     Prepaid expenses and other current assets                                                                              1,063
     Property, plant, and equipment                                                                                        30,327
     Discount on subordinated note                                                                                          8,157
     Other non-current assets                                                                                               4,000
     Other accrued expenses                                                                                               (10,644)
     Other non-current liabilities                                                                                         (4,000)
     Minority interest                                                                                                     (8,000)
                                                                                                                       ----------
                                                                                                                       $   72,521

     Escrow to be refunded                                                                                                  6,413
                                                                                                                       ----------
                                                                                                                           78,934

     Discount on subordinated note                                                                                         (8,157)
                                                                                                                       ----------
                                                                                                                       $   70,777
                                                                                                                       ==========
   Acquisition of Erin's Gourmet Popcorn:
     Inventories                                                                                                       $       33
     Property, plant, and equipment                                                                                            26
     Goodwill and other intangible assets                                                                                     554
                                                                                                                       ----------
                                                                                                                       $      613
                                                                                                                       ==========
   Acquisition of Dean Foods Vegetable Company:
     Accounts receivable                                                                                               $   24,201
     Current deferred tax asset                                                                                            30,645
     Inventories                                                                                                          195,674
     Prepaid expenses and other current assets                                                                              6,374
     Property, plant and equipment                                                                                        154,527
     Assets held for sale at net realizable value                                                                              49
     Goodwill and other intangible assets                                                                                 182,010
     Accounts payable                                                                                                     (40,865)
     Accrued employee compensation                                                                                         (8,437)
     Other accrued expenses                                                                                               (75,778)
     Long-term debt                                                                                                        (2,752)
     Subordinated promissory note                                                                                         (22,590)
     Other assets and liabilities, net                                                                                     (2,453)
                                                                                                                       ----------
                                                                                                                       $  440,605
                                                                                                                       ==========
   Acquisition of J.A. Hopay Distributing Co., Inc. -
     Accounts receivable                                                                                               $      420
     Inventories                                                                                                              153
     Property, plant and equipment                                                                                             51
     Goodwill and other intangible assets                                                                                   3,303
     Other accrued expenses                                                                                                  (251)
     Obligation for covenant not to compete                                                                                (1,363)
                                                                                                                       ----------
                                                                                                                       $    2,313
                                                                                                                       ==========
<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial statements.

*There have been no acquisitions completed for the period ending March 25, 2000.
</FN>
</TABLE>


<PAGE>

                            PRO-FAC COOPERATIVE, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF ACCOUNTING POLICIES

Pro-Fac  Cooperative,  Inc.  ("Pro-Fac" or the "Cooperative") is an agricultural
cooperative  which  processes and markets crops grown by its members through its
wholly-owned  subsidiary Agrilink Foods, Inc. ("Agrilink Foods") and through its
subsidiary PF Acquisition  II, Inc. in which it has a controlling  interest.  On
March 1, the Cooperative  announced it will being doing business as Agrilink. In
addition,  the board of directors of Agrilink and Pro-Fac have agreed to conduct
joint meetings, coordinate their activities, and to act on a consolidated basis.
Although  Pro-Fac  Cooperative  will  continue  to be  the  legal  name  of  the
Cooperative,  with the same  structure and  regulations  required by bank credit
agreements and bond indentures, and with the same stock symbol, "PFACP," it will
be presented as Agrilink for all other  communications.  PF Acquisition II, Inc.
conducts business under the name AgriFrozen Foods ("AgriFrozen").

Agrilink Foods has four primary  product lines  including:  vegetables,  fruits,
snacks, and canned meals. AgriFrozen has vegetables as its primary product line.
The majority of the net sales of each product line are within the United States.
In addition,  all of the Cooperative's  operating  facilities,  excluding one in
Mexico, are within the United States.

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting  principles and, in the opinion
of management,  include all  adjustments  (consisting  only of normal  recurring
adjustments)  necessary for a fair presentation of the results of operations for
these periods.  The following  summarizes the  significant  accounting  policies
applied in the  preparation  of the  accompanying  financial  statements.  These
financial statements should be read in conjunction with the financial statements
and accompanying notes contained in the Pro-Fac Cooperative,  Inc. Form 10-K/A-1
for the fiscal year ended June 26, 1999.

Consolidation: The consolidated financial statements include the Cooperative and
its subsidiaries,  Agrilink Foods and AgriFrozen.  The financial  statements are
after  elimination of  intercompany  transactions  and balances.  Investments in
affiliates  owned  more than 20  percent  but not in excess  of 50  percent  are
recorded under the equity method of accounting.

Reclassification:  Certain  items for  fiscal  1999 have  been  reclassified  to
conform with the current presentation.

NOTE 2. ACQUISITIONS

Agripac Frozen Vegetable Business: On February 23, 1999, AgriFrozen acquired the
frozen vegetable business of Agripac, Inc.  ("Agripac"),  an Oregon cooperative.
AgriFrozen was formed in January 1999 under the corporation laws of New York. On
January 4, 1999  Agripac  filed a  voluntary  petition  under  Chapter 11 of the
Bankruptcy  Code in the  United  States  Bankruptcy  Court for the  District  of
Oregon.  On January 22, 1999 Agripac,  as  debtor-in-possession,  filed a motion
with the Bankruptcy Court for authority to sell  substantially all of the assets
comprising its frozen food processing  business.  The bankruptcy court confirmed
the sale of Agripac's  frozen food  processing  assets to AgriFrozen by an order
entered on February 18, 1999.

The net  purchase  price for the assets was $80.5  million.  AgriFrozen  paid an
additional  $7.8 million in related  expenses,  including  $6.4 million to prior
member-growers  of Agripac to obtain crop delivery  agreements with  AgriFrozen,
and  transaction  expenses and  miscellaneous  costs  totaling $1.4 million.  In
addition,  AgriFrozen is paying $1.2 million in severance costs  associated with
the acquisition and the implementation of AgriFrozen's business plan.

The acquisition was accounted for under the purchase method of accounting. Under
purchase  accounting  tangible and identifiable  intangible  assets acquired are
recorded at their  respective fair values.  Final  allocations of purchase price
were made within one year of the acquisition date.

In order to consummate  the  acquisition,  AgriFrozen  (i) entered into a credit
facility with CoBank (the "CoBank Credit Facility") providing for $30 million of
term loan  borrowings  and  currently  up to $55  million  of  revolving  credit
borrowings  (the  "CoBank  Revolving  Credit  Facility")  and (ii)  issued a $12
million  Subordinated  Promissory  Note to CoBank.  Neither Pro-Fac nor Agrilink
Foods  guaranteed  the debts of  AgriFrozen  or  otherwise  pledged any of their
respective  properties  as security for the CoBank  financing.  In fact,  all of
AgriFrozen's  indebtedness is expressly without recourse to Pro-Fac and Agrilink
Foods.


<PAGE>
Phase I  environmental  audits were  performed on the  facilities  acquired from
Agripac,  including  lease  properties.  A number  of  environmental  conditions
requiring  remedial action have been identified,  but none of them individually,
or in the  aggregate,  are expected to exceed the $4.0 million of debt reduction
for environmental  remediation to be provided by CoBank. As part of its business
strategy,  AgriFrozen has also entered into an administrative services agreement
with  Agrilink  Foods to  provide  it with  certain  management  consulting  and
administrative services.

The effects of the Agripac acquisition are not material and,  accordingly,  have
been excluded from the pro forma information presented below.

Dean Foods Vegetable Company: On September 24, 1998, Agrilink Foods acquired the
Dean Foods Vegetable Company ("DFVC"),  the frozen and canned vegetable business
of Dean Foods Company ("Dean Foods"),  by acquiring all the outstanding  capital
stock of Dean  Foods  Vegetable  Company  and  Birds Eye de Mexico SA de CV (the
"DFVC  Acquisition").  In connection with the DFVC  Acquisition,  Agrilink Foods
sold its aseptic  business to Dean Foods.  Agrilink  Foods paid $360  million in
cash,  net of the sale of the aseptic  business,  and issued to Dean Foods a $30
million unsecured subordinated  promissory note due November 22, 2008 (the "Dean
Foods Subordinated Promissory Note"), as consideration for the DFVC Acquisition.
On April 15, 1999, Agrilink Foods paid $13.2 million to Dean Foods and exercised
its right to require Dean Foods,  jointly with Agrilink Foods, to treat the DFVC
Acquisition  as an asset sale for tax purposes  under Section  338(h)(10) of the
Internal Revenue Code.

After the DFVC  Acquisition,  DFVC was merged into Agrilink Foods. DFVC has been
one of the leading  processors of vegetables in the United  States,  selling its
products under well-known brand names, such as Birds Eye, Freshlike and Veg-All,
and various  private labels.  Agrilink Foods believes that the DFVC  Acquisition
strengthens its competitive position by: (i) enhancing its brand recognition and
market  position,  (ii) providing  opportunities  for cost savings and operating
efficiencies and (iii) increasing its product and geographic diversification.

The DFVC  Acquisition was accounted for under the purchase method of accounting.
Under purchase accounting,  tangible and identifiable intangible assets acquired
and liabilities assumed were recorded at their respective fair values.  Goodwill
associated  with the DFVC  Acquisition is being  amortized over 30 years.  Final
allocations  of  purchase  price were made in the third and fourth  quarters  of
fiscal 1999.

The following  unaudited pro forma financial  information  presents a summary of
consolidated results of operations of Pro-Fac and DFVC as if the acquisition had
occurred at the beginning of the 1999 fiscal year.

                                                       Nine Months Ended

(Dollars in Millions)                                     March 27, 1999
                                                       -----------------

Net sales                                                   $1,017.5
Income before extraordinary item                            $   35.3
Net income                                                  $   17.3

These  unaudited pro forma results have been prepared for  comparative  purposes
only  and  include   adjustments   for  additional   depreciation   expense  and
amortization and interest expense on acquisition debt. They do not purport to be
indicative of the results of operations  which  actually would have resulted had
the  combination  been in effect at the beginning of the 1999 fiscal year, or of
the future operations of the consolidated entities.

Concurrently with the DFVC  Acquisition,  Agrilink Foods refinanced its existing
indebtedness   (the   "Refinancing"),   including  its  12  1/4  percent  Senior
Subordinated  Notes due 2005 (the "Old Notes") and its then  existing bank debt.
On August 24, 1998, Agrilink Foods commenced a tender offer (the "Tender Offer")
for all the Old Notes and consent  solicitation to certain  amendments under the
indenture governing the Old Notes to eliminate substantially all the restrictive
covenants and certain events of default therein.  Substantially  all of the $160
million aggregate  principal amount of the Old Notes were tendered and purchased
by Agrilink Foods for aggregate  consideration  of  approximately  $184 million,
including  accrued interest of $2.9 million.  Agrilink Foods also terminated its
then existing  bank  facility  (including  seasonal  borrowings)  and repaid the
$176.5  million,   excluding   interest  owed  and  breakage  fees   outstanding
thereunder.  Agrilink Foods  recognized an  extraordinary  item of $18.0 million
(net of income  taxes) in the first  quarter  of fiscal  1999  relating  to this
refinancing.

In order to consummate the DFVC  Acquisition  and the Refinancing and to pay the
related  fees and  expenses,  Agrilink  Foods:  (i)  entered  into a new  credit
facility  (the "New Credit  Facility")  providing  for $455 million of term loan
borrowings (the "Term Loan Facility") and up to $200 million of revolving credit
borrowings (the "Revolving Credit Facility"),  (ii) entered into and drew upon a
$200 million bridge loan facility (the "Subordinated Bridge Facility") and (iii)
issued the $30 million Subordinated Promissory Note


<PAGE>
to Dean Foods.  The  Subordinated  Bridge Facility was repaid during November of
1998  principally  with the proceeds  from the  issuance of Senior  Subordinated
Notes (the "New Notes") for $200 million aggregate principal amount due November
1, 2008.  Interest  on the New Notes  accrues at the rate of 11-7/8  percent per
annum. Debt issue costs of $5.5 million associated with the Subordinated  Bridge
Facility were expensed during the quarter ended December 26, 1998.

NOTE 3.       AGREEMENTS WITH AGRILINK FOODS AND AGRIFROZEN

Agrilink Foods: The contractual  relationship between Pro-Fac and Agrilink Foods
is defined in the Pro-Fac  Marketing  and  Facilitation  Agreement  (the Pro-Fac
Marketing  Agreement").  Under the Pro-Fac Marketing  Agreement,  Agrilink Foods
pays  Pro-Fac the  commercial  market  value  ("CMV") for all crops  supplied by
Pro-Fac.  CMV is defined as the weighted  average price paid by other commercial
processors  for similar  crops sold under  preseason  contracts  and in the open
market in the same or competing  market area.  Although CMV is intended to be no
more than the fair market value of the crops purchased by Agrilink Foods, it may
be more or less than the price  Agrilink  Foods  would pay in the open market in
the absence of the Pro-Fac Marketing Agreement.

Under the Pro-Fac Marketing Agreement, Agrilink Foods is required to have on its
board of directors some persons who are neither  members of nor affiliated  with
Pro-Fac ("Disinterested  Directors"). The number of Disinterested Directors must
at least equal the number of  directors  who are members of Pro-Fac.  The volume
and type of crops to be purchased by Agrilink Foods under the Pro-Fac  Marketing
Agreement are determined  pursuant to its annual profit plan, which requires the
approval of a majority of the  Disinterested  Directors  of Agrilink  Foods.  In
addition,  under the Pro-Fac Marketing Agreement,  in any year in which Agrilink
Foods has  earnings on products,  which were  processed  from crops  supplied by
Class A Pro-Fac  members  ("Pro-Fac  Products"),  Agrilink Foods pays to Class A
members of Pro-Fac,  as additional  patronage  income,  up to 90 percent of such
earnings,  but in no case more than 50 percent of all  pretax  earnings  (before
dividing with Pro-Fac) of Agrilink  Foods.  In years in which Agrilink Foods has
losses on Class A Pro-Fac  Products,  Agrilink  Foods  reduces  the CMV it would
otherwise  pay to Pro-Fac by up to 90 percent of such losses,  but in no case by
more than 50 percent of all pretax  losses  (before  dividing  with  Pro-Fac) of
Agrilink  Foods.  Additional  patronage  income is paid to Pro-Fac for  services
provided  to  Agrilink,  including  the  provision  of a long term,  stable crop
supply,  favorable payment terms for crops and the sharing of risks in losses of
certain  operations of the business.  Earnings and losses are  determined at the
end of the fiscal year,  but are accrued on an estimated  basis during the year.
Under the Pro-Fac Marketing Agreement,  Pro-Fac is required to reinvest at least
70 percent of the additional patronage income in Agrilink Foods.

AgriFrozen:  The  contractual  relationship  between  Pro-Fac and  AgriFrozen is
defined  in  a  Marketing  and  Facilitation   Agreement   between  Pro-Fac  and
AgriFrozen.  Under this  agreement,  AgriFrozen  will purchase raw products from
Pro-Fac and will process and market the finished  products.  AgriFrozen will pay
Pro-Fac CMV for the crops supplied by Pro-Fac. In addition, in any year in which
AgriFrozen  has earnings on any products  sold which were  processed  from crops
supplied by Pro-Fac,  such  earnings will be  distributed  to Class B members of
Pro-Fac.  However,  in the event  AgriFrozen  experiences  any losses on Pro-Fac
products,  AgriFrozen  will  deduct  the  losses  from the total CMV  payable to
Pro-Fac. The agreement also permits AgriFrozen to pay 20 percent of its earnings
on Pro-Fac  products  in cash and retain 80 percent of its  earnings  on Pro-Fac
products as working capital.

Under the Marketing and Facilitation  Agreement between  AgriFrozen and Pro-Fac,
the board of  directors  of  AgriFrozen  is required to consist of: (i) at least
three and as many as five directors who are  individuals  who currently serve as
directors of Pro-Fac and who are chosen by Pro-Fac's  board of  directors;  (ii)
one  director who is  nominated  by the  president of Agrilink  Foods from among
Agrilink  Foods'  management  employees;  and (iii) any number of  disinterested
directors who are to be elected from  individuals  suggested by the president of
Agrilink Foods.  Disinterested  directors are persons who are neither employees,
shareholders,  nor  otherwise  affiliated  with Pro-Fac or  AgriFrozen,  but may
include a disinterested director of Agrilink Foods.


<PAGE>

NOTE 4.       DEBT

<TABLE>
Summary of Long-Term Debt:
(Dollars in Thousands)
<CAPTION>
                                                                                   March 25, 2000
                                                     --------------------------------------------------------------------------
                                                       Agrilink                                      June 26,         March 27,
                                                         Foods     AgriFrozen          Total           1999             1999
                                                     -----------   ----------       ----------     -----------       ----------

<S>                                                  <C>             <C>            <C>            <C>               <C>
Term Loan Facility                                   $  435,000      $ 30,000       $  465,000     $  476,600        $  476,800
Senior Subordinated Notes                               200,015             0          200,015        200,015           200,015
Subordinated Promissory Notes (net of discount)          25,447         4,364           29,811         27,378            27,802
Other                                                     6,865             0            6,865          6,999             7,060
                                                     ----------      --------       ----------     ----------        ----------
Total debt                                              667,327        34,364          701,691        710,992           711,677
Less current portion                                    (16,580)            0          (16,580)        (8,670)           (8,731)
                                                     ----------      --------       ----------     ----------        ----------
Total long-term debt                                 $  650,747      $ 34,364       $  685,111     $  702,322        $  702,946
                                                     ==========      ========       ==========     ==========        ==========
</TABLE>

NOTE 5.       OTHER MATTERS

Sale of Midwest Private Label Canned  Vegetable  Business:  On November 8, 1999,
Agrilink Foods completed the sale of its Midwest private label canned  vegetable
business to Seneca  Foods.  Included in this  transaction  was  Agrilink  Food's
Arlington, Minnesota facility. Agrilink Foods received proceeds of approximately
$42.4 million which were applied to the  borrowings  outstanding  under Agrilink
Foods Revolving  Credit Facility.  In addition,  Seneca Foods issued to Agrilink
Foods a $5.0  million  unsecured  subordinated  promissory  note due February 8,
2009.  This  transaction  did not include  Agrilink Food's retail branded canned
vegetables, Veg-All and Freshlike. No significant gain or loss was recognized on
this transaction.

On  December  17,  1999,  Agrilink  Foods  completed  the  sale of its  Cambria,
Wisconsin  processing  facility to Del Monte. The sale includes an agreement for
Del Monte to produce a portion of Agrilink  Foods' product needs during the 2000
packing season.  Agrilink Foods received proceeds of approximately $10.5 million
which were applied to bank loans ($6.0  million of which was applied to the Term
Loan Facility and $4.5 million of which was applied to Agrilink Foods' Revolving
Credit  Facility).  A gain of approximately  $2.3 million was recognized on this
transaction.

Restructuring: During the third quarter of fiscal 1999, Agrilink Foods completed
a corporate-wide  restructuring program. The overall objectives of the plan were
to reduce expenses,  improve productivity,  and streamline operations. The total
restructuring  charge  amounted to $5.0 million and was  primarily  comprised of
employee  termination  benefits.  Efforts have focused on the  consolidation  of
operating  functions and the  elimination of  approximately  five percent of the
work force.  Reductions  in personnel  include  operational  and  administrative
positions.  Of this charge,  $2.6 million has been  liquidated to date,  and the
remaining  termination benefits are anticipated to be liquidated within the next
12 months.

NOTE 6:       OPERATING SEGMENTS

The  Cooperative  is  organized by product line for  management  reporting  with
operating   income   being  the  primary   measure  of  segment   profitability.
Accordingly,  no items below operating  earnings are allocated to segments.  The
Cooperative's  four  primary  operating  segments  are as  follows:  vegetables,
fruits, snacks, and canned meals.

The  vegetable  product  line  consists of canned and frozen  vegetables,  chili
beans,  pickles,  and  various  other  products.  Branded  products  within  the
vegetable  category  include Birds Eye,  Birds Eye Voila!,  Freshlike,  Veg-All,
McKenzies,  Brooks Chili  Beans,  Farman's  and Nalley.  The fruit  product line
consists of canned and frozen  fruits  including  fruit  fillings and  toppings.
Branded products within the fruit category include Comstock and Wilderness.  The
snack product line consists of potato chips,  popcorn and other corn-based snack
items.  Branded products within the snacks category include Tim's Cascade Chips,
Snyder of Berlin, Husman, La Restaurante,  Erin's, Beehive, Pops-Rite, and Super
Pop. The canned meal product line includes canned meat products such as chilies,
stew,  soups, and various other  ready-to-eat  prepared meals.  Branded products
within the canned meal category include Nalley. The Cooperative's  other product
line primarily  represents salad  dressings.  Branded products within the "other
category" include Bernstein's and Nalley.


<PAGE>

<TABLE>
The following table illustrates the Cooperative's operating segment information:
(Dollars in Millions)
<CAPTION>

                                                                         Three Months Ended                Nine Months Ended
                                                                   ----------------------------      ----------------------------
                                                                     March 25,         March 27,       March 25,        March 27,
                                                                       2000              1999            2000             1999
                                                                   -----------       ----------      -----------        ---------
<S>                                                                  <C>              <C>              <C>              <C>
Net Sales:
   Vegetables                                                        $  232.3         $   249.5        $  703.8         $   581.8
   Fruits                                                                19.8              22.0            88.7              90.4
   Snacks                                                                20.8              23.2            64.2              67.6
   Canned Meals                                                          14.9              18.6            49.9              51.3
   Other                                                                 13.1              25.9            41.0              52.5
                                                                     --------         ---------        --------         ---------
     Continuing segments                                                300.9             339.2           947.6             843.6
   Businesses sold1                                                       0.0              22.0            30.0              76.9
                                                                     --------         ---------        --------         ---------
       Total                                                         $  300.9         $   361.2        $  977.6         $   920.5
                                                                     ========         =========        ========         =========

Operating income:
   Vegetables2                                                       $   18.6         $    16.4        $   62.2         $    38.8
   Fruits                                                                 1.8               1.6            11.4              10.5
   Snacks                                                                 1.2               1.1             4.1               4.7
   Canned Meals                                                           1.6               2.4             6.1               5.5
   Other                                                                  0.9               1.3             2.4               2.4
                                                                     --------         ---------        --------         ---------
     Continuing segments                                                 24.1              22.8            86.2              61.9
   Businesses sold1                                                       0.0               0.2            (1.4)              4.7
                                                                     --------         ---------        --------         ---------
       Total                                                             24.1              23.0            84.8              66.6
Gains on sales of assets                                                  0.0                .6             2.3              64.7
Restructuring                                                             0.0              (5.0)            0.0              (5.0)
                                                                     --------         ---------        --------         ---------
Total consolidated operating income                                      24.1              18.6            87.1             126.3
Interest expense                                                        (22.1)            (20.0)          (64.6)            (47.0)
Amortization of debt issue costs associated with a Bridge Facility        0.0               0.0             0.0              (5.5)
                                                                     --------         ---------        --------         ---------
Income/(loss) before taxes, dividends, allocation of net proceeds
   and extraordinary item                                            $    2.0         $    (1.4)       $   22.5         $    73.8
                                                                     ========         =========        ========         =========

<FN>
1  Includes the Midwest private label canned  vegetable  business sold in fiscal 2000 and the aseptic and peanut butter businesses
   sold in fiscal 1999.

2  The vegetable  product line includes  earnings  derived from Agrilink  Foods' investment in Great Lakes Kraut Company of $.5
   million and $.7 million for the three months ended March 25, 2000 and March 27, 1999,  respectively,  and $2.2  million and $2.4
   million for the nine months  ended March 25, 2000 and March 27, 1999, respectively.
</FN>
</TABLE>

NOTE 7. SUBSIDIARY GUARANTORS

Kennedy  Endeavors,   Incorporated  and  Linden  Oaks  Corporation  wholly-owned
subsidiaries of Agrilink Foods ("Subsidiary  Guarantors"),  and the Cooperative,
have jointly and severally,  fully and unconditionally  guaranteed,  on a senior
subordinated  basis,  the obligations of Agrilink Foods with respect to Agrilink
Foods' 11-7/8 percent Senior  Subordinated  Notes due 2008 ("New Notes") and the
New Credit Facility.  The covenants in the New Notes and the New Credit Facility
do  not  restrict  the  ability  of  the  Subsidiary  Guarantors  to  make  cash
distributions to Agrilink Foods.

Separate   financial   statements  of  the  Cooperative  and  other  disclosures
concerning the Subsidiary  Guarantors are not presented  because  management has
determined  that  such  financial  statements  and  other  disclosures  are  not
material.   Accordingly,   set  forth  below  is  certain  summarized  financial
information  derived from unaudited  historical  financial  information  for the
Subsidiary Guarantors, on a combined basis.


<PAGE>

<TABLE>
(Dollars in Millions)
<CAPTION>
                                                                         Three Months Ended                Nine Months Ended
                                                                   ----------------------------      -----------------------
                                                                     March 25,        March 27,        March 25,         March 27,
                                                                       2000             1999             2000              1999
                                                                   -----------       ----------      -----------        ----------
<S>                                                                  <C>              <C>               <C>              <C>
Summarized Statement of Operations:
   Net sales                                                         $  17.3          $    8.2          $ 56.5           $    14.6
   Gross profit                                                         13.7               6.1            45.5                 9.2
   Income from continuing operations                                    14.2               5.5            45.9                 6.6
   Net income                                                            9.2               3.6            29.8                 4.2

Summarized Balance Sheet:
   Current assets                                                    $   2.9          $    2.0
   Noncurrent assets                                                   212.7             219.5
   Current liabilities                                                   6.3               2.6
</TABLE>

NOTE 8. OTHER MATTERS

Dividends:  Subsequent  to its  quarter  end,  the  Cooperative  declared a cash
dividend  of $.43 per share on the Class A  Cumulative  Preferred  Stock.  These
dividends approximate $1.8 million and were paid on April 28, 2000.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The purpose of this discussion is to outline the significant reasons for changes
in the Unaudited  Consolidated  Statement of Operations  and Net Proceeds in the
third quarter and first nine months of fiscal 2000 versus such periods in fiscal
1999.

Pro-Fac  Cooperative,  Inc.'s  ("Pro-Fac"  or  the  "Cooperative")  wholly-owned
subsidiary,  Agrilink Foods,  Inc.  ("Agrilink  Foods") has four primary product
lines including:  vegetables, fruits, snacks and canned meals. The Cooperative's
subsidiary, AgriFrozen, has vegetables as its primary product line. The majority
of the net sales of each product line are within the United States. In addition,
all of the  Cooperative's  operating  facilities,  excluding one in Mexico,  are
within the United States.

The  vegetable  product  line  consists of canned and frozen  vegetables,  chili
beans,  pickles,  and  various  other  products.  Branded  products  within  the
vegetable  category  include Birds Eye,  Birds Eye Voila!,  Freshlike,  Veg-All,
McKenzies,  Brooks Chili Beans,  Farman's,  and Nalley.  The fruit  product line
consists of canned and frozen  fruits  including  fruit  fillings and  toppings.
Branded products within the fruit category include Comstock and Wilderness.  The
snack product line consists of potato chips,  popcorn and other corn-based snack
items.  Branded  products within the snack category include Tim's Cascade Chips,
Snyder of Berlin, Husman, La Restaurante,  Erin's, Beehive, Pops-Rite, and Super
Pop. The canned meal product line includes canned meat products such as chilies,
stews,  soups, and various other ready-to-eat  prepared meals.  Branded products
within the canned meal category include Nalley. The Cooperative's  other product
line primarily  represents salad dressings.  Brand products within this category
include Bernstein's, and Nalley.

The following  tables  illustrate  the results of operations by product line for
the three and nine months ended March 25, 2000 and March 27, 1999.

<PAGE>

<TABLE>
EBITDA1,2

(Dollars in Millions)
<CAPTION>
                                                    Three Months Ended                               Nine Months Ended
                                        ------------------------------------------      -------------------------------------------
                                              March 25,             March 27,                March 25,               March 27,
                                                2000                  1999                     2000                     1999
                                        -------------------     ------------------      -------------------     -------------------
                                                     % of                   % of                     % of                     % of
                                            $        Total          $        Total          $        Total          $         Total
                                        ----------  --------    ----------  ------      ----------  --------    ----------   ------

<S>                                      <C>          <C>       <C>          <C>        <C>            <C>       <C>          <C>
Vegetables                               $ 26.1       76.8%     $  22.0        70.1%    $  86.1        74.3%     $  56.7      60.6%
Fruits                                      2.3        6.7          2.2         7.0        12.7        11.0         12.1      12.9
Snacks                                      2.1        6.2          1.7         5.4         6.5         5.6          6.5       6.9
Canned Meals                                2.1        6.2          2.9         9.2         7.5         6.5          7.1       7.6
Other                                       1.4        4.1          1.8         5.8         3.8         3.3          3.7       4.0
                                         ------      -----      -------      ------     -------      ------      -------     -----
Continuing segments                        34.0      100.0         30.6        97.5       116.6       100.7         86.1      92.0
Businesses sold3                            0.0        0.0          0.8         2.5        (0.8)        (.7)         7.5       8.0
                                         ------      -----      -------      ------     -------      ------      -------     -----
     Total                               $ 34.0      100.0%     $  31.4       100.0%    $ 115.8       100.0%     $  93.6     100.0%
                                         ======      =====      =======       =====     =======      ======      =======     =====

<FN>
1  Earnings before interest, taxes, depreciation, and amortization ("EBITDA") is defined  as the sum of pretax  income  before
   dividends,  allocation  of net proceeds,  extraordinary item, interest expense,  amortization of debt issues costs  associated
   with a Bridge  Facility,  depreciation  and amortization of goodwill and other intangibles.

   EBITDA should not be considered as an alternative to net income or cash flows from operations or any other generally accepted
   accounting principles measure of performance or as a measure of liquidity.

   EBITDA is  included  herein  because  the  Cooperative  believes  EBITDA is a financial  indicator of a Cooperative's ability to
   service debt.  EBITDA as calculated  by the  Cooperative  may not be comparable to calculations as presented by other companies.

2  Excludes gains on sales of assets and the restructuring  charge.  See NOTES 2 and 5 to the "Notes to Consolidated Financial
   Statements."

3  Represents  the  operating  results  of  the  Midwest  private  label  canned vegetable  business  sold in fiscal  2000 and the
   operating  results  of the aseptic and peanut butter  operations  sold in fiscal 1999. See NOTES 2 and 5 to the "Notes to
   Consolidated Financial Statements."
</FN>
</TABLE>

<TABLE>
Net Sales
(Dollars in Millions)
<CAPTION>

                                                    Three Months Ended                               Nine Months Ended
                                        ------------------------------------------      -------------------------------------------
                                              March 25,             March 27,                March 25,               March 27,
                                                2000                  1999                     2000                     1999
                                        -------------------     ------------------      -------------------     -------------------
                                                     % of                   % of                     % of                     % of
                                            $        Total          $        Total          $        Total          $         Total
                                        ----------  --------    ----------  ------      ----------  --------    ----------   ------

<S>                                     <C>           <C>       <C>            <C>      <C>            <C>      <C>           <C>
Vegetables                              $ 232.3       77.2%     $  249.5       69.1%    $ 703.8        72.0%    $  581.8      63.2%
Fruits                                     19.8        6.6          22.0        6.1        88.7         9.1         90.4       9.8
Snacks                                     20.8        6.9          23.2        6.4        64.2         6.6         67.6       7.3
Canned Meals                               14.9        5.0          18.6        5.1        49.9         5.1         51.3       5.6
Other                                      13.1        4.3          25.9        7.2        41.0         4.2         52.5       5.7
                                        -------      -----      --------     ------     -------      ------     --------    ------
Continuing segments                       300.9      100.0         339.2       93.9       947.6        97.0        843.6      91.6
Businesses sold1                            0.0        0.0          22.0        6.1        30.0         3.0         76.9       8.4
                                        -------      -----      --------     ------     -------      ------     --------    ------
     Total                              $ 300.9      100.0%     $  361.2      100.0%    $ 977.6       100.0%    $  920.5     100.0%
                                        =======      =====      ========     ======     =======      ======     ========    ======

<FN>
1  Includes net sales of the Midwest  private  label canned  vegetable  business sold in fiscal 2000 and net sales of the aseptic
   and peanut butter operations sold  in  fiscal  1999.  See  NOTES  2 and 5 to the  "Notes  to  Consolidated Financial Statements."
</FN>
</TABLE>
<PAGE>

<TABLE>
Operating Income1
(Dollars in Millions)
<CAPTION>

                                                    Three Months Ended                               Nine Months Ended
                                        ------------------------------------------      ------------------------------------------
                                              March 25,             March 27,                March 25,               March 27,
                                                2000                  1999                     2000                    1999
                                        -------------------     ------------------      --------------------   -------------------
                                                     % of                   % of                     % of                     % of
                                            $        Total          $        Total          $        Total          $         Total
                                        ----------  --------    ----------  ------      ----------  --------    ----------   ------

<S>                                      <C>          <C>       <C>            <C>      <C>            <C>      <C>           <C>
Vegetables                               $ 18.6       77.2%     $  16.4        71.3%    $  62.2        73.3%    $   38.8      58.3%
Fruits                                      1.8        7.5          1.6         6.9        11.4        13.4         10.5      15.8
Snacks                                      1.2        5.0          1.1         4.8         4.1         4.8          4.7       7.0
Canned Meals                                1.6        6.6          2.4        10.4         6.1         7.2          5.5       8.2
Other                                       0.9        3.7          1.3         5.7         2.4         2.8          2.4       3.6
                                         ------      -----      -------      ------     -------      ------     --------    ------
Continuing segments                        24.1      100.0         22.8        99.1        86.2       101.5         61.9      92.9
Businesses sold2                            0.0        0.0          0.2         0.9        (1.4)       (1.5)         4.7       7.1
                                         ------      -----      -------      ------     -------      ------     --------    ------
     Total                               $ 24.1      100.0%     $  23.0       100.0%    $  84.8       100.0%    $   66.6     100.0%
                                         ======      =====      =======      ======     =======      ======     ========    ======


<FN>
1  Excludes the gains on sales of assets and the restructuring charge. See NOTES 2 and 5 to the "Notes to Consolidated Financial
   Statements."

2  Represents  the  operating  results  of  the  Midwest  private  label  canned vegetable  business sold in fiscal 2000 and
   operating  results of the aseptic and peanut butter  operations  sold in fiscal 1999.  See NOTES 2 and 5 to the "Notes to
   Consolidated Financial Statements."
</FN>
</TABLE>

       CHANGES FROM THIRD QUARTER FISCAL 2000 TO THIRD QUARTER FISCAL 1999

The net income for the third quarter of fiscal 2000 of $0.9 million represents a
$3.7 million  increase as compared to the third  quarter of fiscal 1999 net loss
of $2.8 million. Comparing net income/loss is, however, difficult because of the
impact of non-recurring events such as restructuring  charges and gains on sales
of assets. Accordingly, management believes, to summarize results, an evaluation
of EBITDA from continuing segments, as presented on page 12, is more appropriate
as it allows the operations of the business to be reviewed in a more  comparable
manner.

EBITDA from  continuing  segments  increased $3.4 million,  or 11.1 percent,  to
$34.0 million in the third quarter of the current fiscal year from $30.6 million
in the third quarter of the prior fiscal year.

The  vegetable  product line accounts for $4.1 million of the increase in EBITDA
from  continuing  segments  and is  primarily  attributable  to both  changes in
product mix, with a greater  percentage  of sales coming from the  Cooperative's
branded products and the inclusion of results from the Agripac acquisition for a
complete  quarter in fiscal  2000  versus  approximately  one month in the prior
year. The change in the EBITDA of AgriFrozen is approximately  $1.9 million (the
acquisition was completed  February 23, 1999).  The remainder of the variance in
EBITDA  primarily  results  from  a  greater  percentage  of  brand  sales.  The
Cooperative's  branded products yield a higher margin than its private label and
food service  categories.  In addition,  during fiscal 2000, the Cooperative has
benefited  from a reduction  in product  costs  resulting  from the  synergistic
savings  achieved from the DFVC  Acquisition.  The  vegetable  product line has,
however,  been  negatively  impacted  by market  conditions  within  the  frozen
vegetable segment as a result of lower consumer demand. The decrease in consumer
demand has  impacted  both the  Cooperative's  brand and private  label  product
lines,  however, the impact has been felt to a greater extent within the private
label category.  According to industry data, for the last 52-week period,  there
has been an overall  decrease in the frozen  vegetable  category of 5.9 percent.
For the same 52-week period,  the decrease in the frozen vegetable private label
category was 7.1 percent.  In addition,  the third quarter fiscal 2000 net sales
were  negatively  impacted by the timing of spring  holidays and the  associated
retail  customer  promotional  events.  In calendar 1999 the Easter and Passover
holidays occurred in March, while in calendar 2000 these holidays occur in April
and therefore the Cooperative's fourth quarter.

Agrilink  Foods'  fruit  product  line showed an  increase  of $0.1  million due
primarily to the timing of various calendar year-end programs.

The snack product line EBITDA  increased  $0.4 million due to changes in product
mix. Snack net sales for the quarter consisted of a greater percentage of potato
chip sales which carry a higher  margin than  Agrilink  Foods'  popcorn  product
line.


<PAGE>
Canned meals decreased $0.8 million  primarily due to a decline in private label
chili  net sales  during  the  quarter.  Management  believes  this  decline  is
associated  with greater sales in the second quarter tied to various end of year
programs.

The other  product  line  showed a decrease  of $0.4  million  due to changes in
product mix.

Net Sales:  Total net sales for the third quarter  decreased  $60.3 million,  or
16.7 percent,  to $300.9 million in the third quarter of fiscal 2000 from $361.2
million in the third  quarter of fiscal 1999.  Excluding  businesses  sold,  net
sales  decreased  by $38.3  million to $300.9  million  in the third  quarter of
fiscal 2000 from $339.2 million in the third quarter of fiscal 1999.

The  vegetable  product line  accounts for $17.2 million of the decrease and, as
described  above, is primarily  attributable  to a decline  resulting from lower
consumer demand,  the timing of spring  holidays,  and the timing of the Agripac
acquisition  completed in February 1999. While management believes the net sales
associated  with the spring  holidays  will be  reflected  in the results of the
fourth  quarter,  it does not  anticipate an  improvement  in the current market
conditions in the immediate future. Management is therefore focusing its efforts
on cost savings initiatives, the establishment of strategic alliances, and other
innovative market strategies to improve performance.

Net sales for the fruit product line decreased $2.2 million in the third quarter
of fiscal  2000 to $19.8  million  from $22.0  million  in the third  quarter of
fiscal  1999.  This  decrease  is also  attributable  to the  timing  of  spring
holidays.

Net sales for the snack product line decreased $2.4 million in the third quarter
of fiscal  2000 to $20.8  million  from $23.2  million  in the third  quarter of
fiscal 1999.  While  improvements  were highlighted in the potato chip category,
these amounts were offset by declines in the popcorn category.

Canned meals  decreased  $3.7  million  primarily  attributable  to a decline in
private label chili.  This product line had showed  improved sales in the second
quarter associated with various year 2000 programs.

The other  category,  while it primarily  consists of  dressings,  also includes
sales from the production of canned  products  primarily for use by the military
and other governmental operations. The other category decreased $12.8 million in
the third  quarter of fiscal  2000 due  primarily  to a reduction  in  contracts
received from the government.

Operating Income: Excluding the impact of businesses sold and the gains on sales
of assets, operating income increased from $22.8 million in the third quarter of
fiscal  1999 to  $24.1  million  in the  third  quarter  of  fiscal  2000.  This
represents an increase of $1.3 million or 5.7 percent. Significant variances are
highlighted  above in the discussion of EBITDA for  continuing  segments and net
sales.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general expenses have decreased $21.2 million as compared with the third quarter
of the  prior  fiscal  year.  The  declines  in  this  category  were  primarily
attributable  to  reductions  in  brokerage  of $1.0  million and  decreases  in
promotional  spending of $19.6 million,  both associated with the decline in net
sales. In addition,  Agrilink Foods  experienced  benefits from the reduction in
selling  expenses  of  $2.1  million  due  to  personnel  reductions  and  other
consolidation efforts completed as a result of the DFVC Acquisition.

Gains on Sales of Assets:  In conjunction  with the DFVC  Acquisition,  Agrilink
Foods sold its aseptic  business to Dean Foods.  The final purchase price of $80
million was  determined  in the third  quarter of fiscal 1999 based upon a final
appraisal  performed  by an  independent  appraiser.  The  gain on the  sale was
appropriately  adjusted to reflect  the final  purchase  price  during the third
quarter of fiscal 1999.

On January 29, 1999, Agrilink Foods sold the Adams brand peanut butter operation
to the J.M. Smucker Company.  Agrilink Foods received  proceeds of approximately
$13.5  million  which  were  applied  to the  New  Credit  Facility.  A gain  of
approximately  $3.5  million was  recognized  on this  transaction  in the third
quarter of fiscal 1999.

Restructuring: Implementation of a corporate-wide restructuring program resulted
in a charge of $5.0 million in the third  quarter of fiscal 1999.  See NOTE 5 to
the "Notes to Consolidated Financial Statements."

Income from Joint Venture:  This amount  represents  earnings  received from the
investment in Great Lakes Kraut LLC, a joint  venture  formed  between  Agrilink
Foods and Flanagan Brothers, Inc. on July 1, 1997. There has been no significant
change in the  operations  of the joint  venture for the third quarter of fiscal
2000 compared with the prior year.


<PAGE>

Interest  Expense:  Interest expense  increased $2.1 million to $22.1 million in
the third  quarter  of fiscal  2000 from $20.0  million in the third  quarter of
fiscal 1999. This increase is primarily  associated with an overall  increase in
prevailing   interest  rates  and   additional   debt  to  finance  the  Agripac
acquisition.

Tax Provision: The provision for taxes decreased $0.4 million to $1.0 million in
the third  quarter  of fiscal  2000 from $1.4  million  in the third  quarter of
fiscal  1999.  The variance is  primarily  attributable  to changes in estimates
recognized in the third quarter of fiscal 1999. The Cooperative's  effective tax
rate  is  impacted  by  the  net  proceeds  distributed  to  members  and by the
non-deductibility of certain amounts of goodwill.

   CHANGES FROM FIRST NINE MONTHS FISCAL 2000 TO FIRST NINE MONTHS FISCAL 1999

The net  income  for the  first  nine  months of  fiscal  2000 of $15.8  million
represents  a $11.7  million  decrease  as  compared to the first nine months of
fiscal  1999 net income of $27.5  million.  Comparing  net  income is,  however,
difficult  because  the  results  of the first nine  months of fiscal  1999 were
significantly  impacted by gains on the sales of assets, a restructuring charge,
an  extraordinary  item  relating  to the early  extinguishment  of debt and the
amortization  of debt  issue  costs  associated  with  the  Subordinated  Bridge
Facility.  In  addition,  fiscal 2000  results  reflect  nine months of interest
expense  in the  current  year  versus  six  months  in the  prior  year for the
additional  debt  associated  with the  acquisition  of DFVC which  occurred  on
September  24,  1998  and  the  additional  debt  associated  with  the  Agripac
Acquisition  which occurred on February 23, 1999.  Fiscal 2000 was also impacted
by gains on sales of assets.  Accordingly,  management  believes,  to  summarize
results, an evaluation of EBITDA from continuing segments,  as presented on page
12, is more  appropriate  as it allows  the  operations  of the  business  to be
reviewed in a more comparable manner.

EBITDA from continuing  segments  increased $30.5 million,  or 35.4 percent,  to
$116.6  million in the first nine months of the  current  fiscal year from $86.1
million in the first nine months of the prior fiscal year.

The vegetable  product line accounts for $29.4 million of the increase in EBITDA
from  continuing  segments in the current  year and is  attributable  to several
factors  including:  (1) the  date of the  DFVC and  Agripac  acquisitions;  (2)
current  market  conditions;  (3) the  timing  of spring  holidays;  and (4) the
reduction in product costs resulting from the synergistic  savings achieved from
the DFVC  Acquisition.  As a result of the date of  acquisition,  the  operating
results for the DFVC  Acquisition  have been  included for nine months in fiscal
2000 and for six months in fiscal 1999.  The  operating  results for the Agripac
acquisition  have  been  included  for  nine  months  in  fiscal  2000  and only
approximately one month in fiscal 1999 results.  Also, as outlined earlier,  the
frozen  vegetable  category has been  negatively  impacted by market  conditions
within  this  segment as a result of lower  consumer  demand.  The  decrease  in
consumer  demand has impacted  both the  Cooperative's  brand and private  label
product lines,  however, the impact has been felt to a greater extent within the
private label  category.  In addition,  the third quarter  fiscal 2000 net sales
were negatively impacted by the timing of spring holidays.  In calendar 1999 the
Easter and Passover  holidays  occurred in March,  while in calendar  2000 these
holidays occur in April and therefore the  Cooperative's  fourth quarter.  As an
offset to the variances  experienced in net sales,  Agrilink Foods has benefited
from a reduction in product cost during fiscal 2000.  The benefits are primarily
associated  with the  synergistic  savings  achieved from the DFVC  Acquisition.
Specifically,  Agrilink  Foods has  benefited  from the  insourcing  of  product
previously purchased from outside suppliers,  staffing reductions,  and shipping
consolidations.

Agrilink  Foods fruit product line showed an  improvement of $0.6 million due to
the  inclusion  in the  first  nine  months of fiscal  1999 of $0.9  million  of
expenses  associated with a new product  launch.  No such costs were incurred in
fiscal 2000. In addition, the fruit product line has been impacted by the timing
of  various  promotional  programs  and the  difference  in the timing of spring
holidays between the two years.

Overall,  EBITDA for the snack  product line has remained  consistent  with that
reported for the first nine months of fiscal 1999.

Canned meals  increased  $0.4 million  primarily due to production  efficiencies
within the chili category.

EBITDA for the other product line has remained consistent with the prior year.

Net Sales:  Total net sales increased $57.1 million,  or 6.2 percent,  to $977.6
million in the first nine months of fiscal 2000 from $920.5 million in the first
nine months of fiscal 1999.  Excluding  businesses  sold, net sales increased by
$104.0  million to $947.6  million in the first nine  months of fiscal 2000 from
$843.6 million in the first nine months of fiscal 1999.

The  vegetable  product line accounts for $122.0  million of the  increase.  The
inclusion of the Birds Eye, Freshlike, and Veg-All brands for nine months during
fiscal 2000 versus six months of results in fiscal 1999 resulted in  incremental
sales of approximately $86.2


<PAGE>

million.  In addition  AgriFrozen  accounted for  additional  net sales of $57.7
million.  Excluding this impact, vegetable net sales have declined $21.9 million
and, as  highlighted  above,  this  decline is primarily  attributable  to lower
consumer  demand  experienced  throughout  the year  and the  timing  of  spring
holidays.

Net sales for the fruit  product line  decreased  $1.7 million in the first nine
months of fiscal  2000 to $88.7  million  from  $90.4  million in the first nine
months of fiscal 1999. This decline was primarily  experienced  during the third
quarter and, as described  above,  is  associated  with the timing of the spring
holidays.

Net sales for the snack  product line  decreased  $3.4 million in the first nine
months of fiscal  2000 to $64.2  million  from  $67.6  million in the first nine
months of fiscal  1999.  Sales  declines  within the  popcorn  category  of $4.3
million were  attributable to competitive  pressures.  The potato chip and other
snack categories showed increases of $.9 million due to improvements in volume.

Canned meals decreased $1.4 million  primarily  attributable to a modest decline
in volume predominantly within the private label chili category.

The other  category,  while it primarily  consists of  dressings,  also includes
sales from the production of canned  products  primarily for use by the military
and other government  operations.  The other category decreased $11.5 million in
the first nine months of fiscal 2000 to $41.0  million from $52.5 million in the
first nine months of fiscal 1999.  The  majority of this  decline is  associated
with the decline in government demand.

Operating Income: Excluding the impact of businesses sold and the gains on sales
of assets,  operating  income  increased  from  $61.9  million in the first nine
months of fiscal 1999 to $86.2  million in the first nine months of fiscal 2000.
This represents an improvement of $24.3 million or 39.3 percent.  As highlighted
in  the  discussion  of  EBITDA  from  continuing  segments,   the  increase  is
attributable to: (1) the date of the DFVC and Agripac acquisitions;  (2) current
market conditions;  (3) the timing of spring holidays; and (4) the reductions in
production  costs achieved as a result of synergistic  savings achieved from the
DFVC Acquisition.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general  expenses  have  increased  $5.8 million as compared with the first nine
months of the prior fiscal year.  The change is  primarily  attributable  to the
inclusion of the DFVC operation for nine months in fiscal 2000 versus six months
in fiscal 1999. In addition,  the Agripac acquisition has also been included for
nine months in fiscal 2000 and  approximately one month in fiscal 1999. This was
offset by the decline in  brokerage  ($1.0  million)  and  promotional  spending
($19.6  million)  associated  with the third quarter  reduction in net sales. In
addition,  Agrilink Foods has  experienced  benefits from a reduction in selling
expenses of approximately  $6.0 million due to restructuring  and  consolidation
efforts.

Gains on Sales of Assets: On December 17, 1999, Agrilink Foods sold the Cambria,
Wisconsin   facility  to  Del  Monte.   Agrilink  Foods  received   proceeds  of
approximately  $10.5  million  which  were  applied  to  bank  loans.  A gain of
approximately $2.3 million was recognized on this transaction.

On January 29, 1999, Agrilink Foods sold the Adams brand peanut butter operation
to the J.M. Smucker Company.  Agrilink Foods received  proceeds of approximately
$13.5  million  which  were  applied  to the  New  Credit  Facility.  A gain  of
approximately  $3.5  million was  recognized  on this  transaction  in the third
quarter of fiscal 1999.

In  conjunction  with the DFVC  Acquisition,  Agrilink  Foods  sold its  aseptic
operation to Dean Foods in fiscal 1999.  The final purchase price of $80 million
was  determined  in the third  quarter of fiscal  1999  based upon an  appraisal
performed by an independent appraiser.

Restructuring: Implementation of a corporate-wide restructuring program resulted
in a charge of $5.0 million in the third  quarter of fiscal 1999.  See NOTE 5 to
the "Notes to Consolidated Financial Statements."

Income from Joint Venture:  This amount  represents  earnings  received from the
investment in Great Lakes Kraut LLC, a joint  venture  formed  between  Agrilink
Foods and Flanagan Brothers, Inc. on July 1, 1997. There has been no significant
change in the  operations  of the joint  venture  for the first  nine  months of
fiscal 2000 compared with the first nine months of fiscal 1999.

Interest  Expense:  Interest expense increased $17.6 million to $64.6 million in
the first nine months of fiscal 2000 from $47.0 million in the first nine months
of fiscal 1999.  This increase is associated  with  additional  debt utilized to
finance  the DFVC  and  Agripac  acquisitions  and  higher  levels  of  seasonal
borrowings to fund additional working capital  requirements  associated with the
increase in


<PAGE>

the  Cooperative's  size.  In  addition,  an  increase  in  interest  expense is
associated  with an overall  increase in interest rates  experienced  throughout
fiscal 2000 as a result of prevailing market conditions.

Amortization of Debt Issue Costs Associated with the Bridge  Facility:  In order
to consummate the DFVC  Acquisition,  Agrilink Foods entered into a $200 million
bridge loan facility (the  "Subordinated  Bridge  Facility").  The  Subordinated
Bridge  Facility was repaid with the proceeds  from the new senior  subordinated
note offering (see NOTE 2 - "Acquisitions"). Debt issuance costs associated with
the  Subordinated  Bridge  Facility  were $5.5 million and were fully  amortized
during the second quarter of fiscal 1999.

Tax Provision:  The provision for taxes  decreased $21.6 million to $6.7 million
in the first nine  months of fiscal  2000 from  $28.3  million in the first nine
months of fiscal 1999. Of this decrease,  $25.2 million is  attributable  to the
provision  associated  with  the  fiscal  1999  gain  on  sale  of  the  aseptic
operations.  The amount was offset by a $2.1 million benefit associated with the
amortization  of debt  issue  costs  associated  with the Bridge  Facility.  The
remaining  variance was impacted by the  improvement in earnings before tax. The
Cooperative's  effective tax rate is impacted by the net proceeds distributed to
members and non-deductibility of certain amounts of goodwill.

Extraordinary  Item Relating to the Early  Extinguishment of Debt:  Concurrently
with the DFVC Acquisition,  Agrilink Foods refinanced its existing indebtedness,
including its 12 1/4 percent  Senior  Subordinated  Notes due 2005 (see NOTE 2 -
"Acquisitions")  and its then  existing  bank debt.  Premiums and breakage  fees
associated  with early  redemptions  and other fees  incurred  amounted to $18.0
million (net of income taxes of $10.4 million) and were  recognized in the first
quarter of fiscal 1999.

                         LIQUIDITY AND CAPITAL RESOURCES

The  following  discussion  highlights  the major  variances  in the  "Unaudited
Consolidated  Statement  of Cash Flows" for the first nine months of fiscal 2000
compared to the first nine months of fiscal 1999.

Net cash used in operating  activities  increased  $11.2  million over the first
nine months of the prior fiscal year.  This increase  primarily  results from an
increase in  inventories  due to the decline in net sales  resulting  from lower
consumer  demand.  This variance is offset by variances  within accounts payable
and other accruals due to the timing of liquidation of outstanding balances.

Net cash used in  investing  activities  in the first nine months of fiscal 1999
was impacted by the DFVC and Agripac  acquisitions  and the  difference in asset
sales. The purchase of property,  plant and equipment  increased $8.7 million to
$22.1  million for the first nine  months of fiscal 2000 from $13.4  million for
the first nine months of fiscal 1999.  The increase  was  primarily  utilized to
support additional  operating  facilities  acquired in conjunction with the DFVC
and Agripac acquisitions and was for general operating purposes.

Net cash  provided by  financing  activities  in the first nine months of fiscal
1999 was  significantly  impacted  by the DFVC  Acquisition  and the  activities
completed concurrent with the acquisition to refinance existing indebtedness.

AGRILINK FOODS DEBT

Borrowings: Under Agrilink Foods' New Credit Facility, Agrilink Foods is able to
borrow up to $200  million  for  seasonal  working  capital  purposes  under the
Revolving Credit Facility. The Revolving Credit Facility may also be utilized in
the form of letters of credit.

As of March 25, 2000, (i) cash borrowings outstanding under the Revolving Credit
Facility were $79.6 million,  (ii) there were $14.5 million in letters of credit
outstanding,  and  (iii)  additional  availability  under the  Revolving  Credit
Facility,  after  taking into  account the amount of  borrowings  and letters of
credit  outstanding,  was $105.9 million.  Agrilink Foods believes that the cash
flow  generated by  operations  and the amounts  available  under the  Revolving
Credit  Facility  provide  adequate  liquidity to fund working capital needs and
capital expenditures.

Certain  financing  arrangements  require that  Pro-Fac and Agrilink  Foods meet
certain  financial  tests and ratios and comply with  certain  restrictions  and
limitations.  As of March 25, 2000, Pro-Fac and Agrilink Foods are in compliance
with all such covenants, restrictions, and limitations.


<PAGE>

Interest Rate Risk  Management:  The  Cooperative is subject to market risk from
exposure  to  changes  in  interest  rates  based on its  financing  activities.
Agrilink Foods has entered into certain  financial  instrument  transactions  to
maintain the desired level of exposure to the risk of interest rate fluctuations
and to minimize interest expense. More specifically,  Agrilink Foods has entered
into two interest rate swap agreements with the Bank of Montreal. The agreements
provide for fixed  interest  rate  payments by  Agrilink  Foods in exchange  for
payments received at the three-month LIBOR rate.

The following is a summary of Agrilink Foods' interest rate swap agreements:

                                                      March 25, 2000

Interest Rate Swap:
Variable to Fixed - notional amount                    $250,000,000
   Average pay rate                                    4.96 - 5.32%
   Average receive rate                                    6.00%
   Maturities through                                      2001

Agrilink  Foods had a two-year  option to extend the maturity date on one of the
interest rate swap agreements with a notional amount of $100,000,000. On June 8,
1999,  Agrilink  Foods sold this  option to Bank of Montreal  for  approximately
$2,050,000.  The gain  resulting  from the  sale is  being  recognized  over the
remaining life of the interest rate swap.

While there is potential  that interest  rates will fall, and hence minimize the
benefits of Agrilink Foods' hedge position,  it is Agrilink Foods' position that
on a long-term basis,  the possibility of interest rates increasing  exceeds the
likelihood of interest rates decreasing.  Agrilink Foods will, however,  monitor
market conditions to adjust its position as it considers necessary.

AGRIFROZEN DEBT

Borrowings:  Under  AgriFrozen's  CoBank Credit Facility,  AgriFrozen is able to
borrow up to $55.0  million for  seasonal  working  capital  purposes  under the
CoBank Revolving Credit Facility.

As of March 25, 2000, (i) cash borrowings outstanding under the CoBank Revolving
Credit Facility were $46.0 million,  and (ii) additional  availability under the
CoBank  Revolving  Credit  Facility,  after  taking  into  account the amount of
borrowings,  was $9.0 million.  AgriFrozen believes that the cash flow generated
by  operations  and the  amounts  available  under the CoBank  Revolving  Credit
Facility  provide  adequate  liquidity to fund working capital needs and capital
expenditures.

AgriFrozen's obligations are not guaranteed by Pro-Fac or Agrilink Foods and are
expressly nonrecourse as to Pro-Fac and Agrilink Foods.

Certain  financing  arrangements  require that AgriFrozen meet certain financial
tests and ratios and comply with certain  restrictions  and  limitations.  As of
March 25, 2000,  AgriFrozen was in compliance  with or has obtained  waivers for
all such covenants, restrictions, and limitations.

OTHER MATTERS

Restructuring: During the third quarter of fiscal 1999, Agrilink Foods completed
a corporate-wide  restructuring program. The overall objectives of the plan were
to reduce expenses,  improve productivity,  and streamline operations. The total
restructuring  charge  amounted to $5.0 million and was  primarily  comprised of
employee termination benefits (which are estimated to improve annual earnings by
approximately  $8.0  million).  Efforts  have  focused on the  consolidation  of
operating  functions and the  elimination of  approximately  five percent of the
work force.  Reductions  in personnel  include  operational  and  administrative
positions.  Of this charge,  $2.6 million has been  liquidated to date,  and the
remaining  termination benefits are anticipated to be liquidated within the next
12 months.

Short- and Long-Term  Trends:  The vegetable and fruit  portions of the business
can be positively or negatively  affected by weather  conditions  nationally and
the resulting impact on crop yields.  Favorable  weather  conditions can produce
high crop yields and an oversupply situation.  This results in depressed selling
prices and reduced  profitability  on the  inventory  produced  from that year's
crops.  Excessive  rain or drought  conditions can produce low crop yields and a
shortage  situation.  This  typically  results  in  higher  selling  prices  and
increased  profitability.  While the  national  supply  situation  controls  the
pricing, the supply can differ regionally because of variations in weather.


<PAGE>

Management  believes  that the  decrease  in  consumer  demand  may result in an
increased supply of inventory throughout the industry.  Accordingly,  management
anticipates  sales and pricing,  consistent with prior years,  may be negatively
impacted during the fourth quarter.

Year  2000  Readiness  Disclosure:  The  Cooperative  has  not  experienced  any
significant  Year 2000 related system failures nor, to  management's  knowledge,
have any of Pro-Fac's suppliers.  The Cooperative intends to continue to monitor
and test systems for ongoing Year 2000 compliance;  however,  management  cannot
guarantee that the systems of other  companies upon which  operations rely could
not be affected by issues associated with the Year 2000 conversion.

All material costs associated with Agrilink Foods' Year 2000 compliance  project
were covered under its service  agreement  with Systems and Computer  Technology
Corporation  ("SCT").  Agrilink Foods' ten-year  agreement with SCT is currently
valued  at $50  million  and is for SCT's  OnSite  outsourcing  services,  which
includes  assistance  in solving the Year 2000 issue.  These  amounts  have been
funded through operating cash flows.

Prior to  AgriFrozen's  acquisition  of Agripac's  frozen  vegetable  processing
business, the Cooperative conducted an analysis of Agripac's associated computer
hardware and software systems.  Based on this analysis,  AgriFrozen replaced its
computer  hardware with year 2000 ready hardware and has entered into a sublease
with  Agrilink  Foods  pursuant to which it licenses  Agrilink  Foods'  software
systems. Costs of $0.7 million associated with AgriFrozen's Year 2000 compliance
project were primarily  covered under its service agreement with EDS or internal
resources. These amounts have been funded through operating cash flows.

               CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

From time to time, the  Cooperative  makes oral and written  statements that may
constitute  "forward-looking  statements"  as defined in the Private  Securities
Litigation  Reform Act of 1995 (the  "Act") or by the  Securities  and  Exchange
Commission  ("SEC") in its rules,  regulations,  and releases.  The  Cooperative
desires  to  take  advantage  of the  "safe  harbor"  provisions  in the Act for
forward-looking  statements made from time to time,  including,  but not limited
to, the forward-looking information contained in the Management's Discussion and
Analysis  (pages  11 to 19) and other  statements  made in this Form 10-Q and in
other filings with the SEC.

The Cooperative cautions readers that any such  forward-looking  statements made
by  or  on  behalf  of  the  Cooperative  are  based  on  management's   current
expectations  and beliefs but are not guarantees of future  performance.  Actual
results  could  differ  materially  from  those  expressed  or  implied  in  the
forward-looking   statements.   Among  the   factors   that  could   impact  the
Cooperative's ability to achieve its goals are:

|X|  the impact of strong competition in the food industry;

|X|  the impact of changes in consumer demand;

|X|  the impact of weather on the volume and quality of raw product;

|X|  the  inherent  risks  in  the  marketplace   associated  with  new  product
     introductions, including uncertainties about trade and consumer acceptance;

|X|  the continuation of the  Cooperative's  progress in integrating  operations
     (including  whether the  anticipated  cost savings in  connection  with its
     acquisitions will be realized and the timing of any such realization),  and
     the availability of acquisition and alliance opportunities;

|X|  the Cooperative's ability to achieve gains in productivity and improvements
     in capacity utilization; and

|X|  the Cooperative's ability to service debt.

                            MARKET AND INDUSTRY DATA

Unless otherwise  stated herein,  industry and market share data used throughout
this Form 10-Q was derived from industry  sources believed by the Cooperative to
be reliable.  Such data was obtained or derived  from  consultants'  reports and
industry publications.  Consultants' reports and industry publications generally
state that the information contained therein has been obtained from sources


<PAGE>

believed  to be  reliable,  but  that  the  accuracy  and  completeness  of such
information is not guaranteed.  The Cooperative has not  independently  verified
such data and makes no representation to its accuracy.

                           PART II. OTHER INFORMATION

ITEM 2 - CHANGES IN SECURITIES

During  January 2000,  the  Cooperative  issued shares of its Class A Cumulative
Preferred Stock in exchange for shares of its Non-cumulative Preferred Stock, on
a share-for-share basis. Such exchange is exempt from registration under Section
3(a)(9) of the  Securities  Act of 1933.  The date and amount of the exchange is
set forth below:

                 Date             Number of Shares           Value of Shares

           January 8, 2000             2,106                      $56,650


ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     (a)  The regional  membership meetings for the members of Pro-Fac were held
          as follows:

        Date          Region/District               City/State

 February 28, 2000           I/3             Johnstown, Pennsylvania
 February 1, 2000         I/1 and I/2        Rochester, New York
 February 15, 2000          II/2             Havana, Illinois
 February 16, 2000          II/2             Ridgway, Illinois
 February 17, 2000           III             Columbus, Nebraska
 February 9, 2000            IV              Mt. Vernon, Washington
 February 8, 2000            IV              Albany, Oregon
 February 11, 2000            V              Montezuma, Georgia
 February 29, 2000          II/1             Holland, Michigan

     (b)  Peter Call, Robert A. DeBadts,  Steven D. Koinzan, Allan W. Overhiser,
          and Darell D. Sarff were elected  directors for a three-year term as a
          result of the  elections  at the  regional  meetings  held in February
          2000. The following is a list of the remaining  directors  whose terms
          of office continued after the regional meetings.

                                Name Term Expires

             Tom Croner                     2001
             Dale Burmeister                2001
             Kenneth Dahlstedt              2001
             Glen Lee Chase                 2002
             Bruce Fox                      2002
             Kenneth Mattingly              2002
             Paul Roe                       2002


          Following are the voting results from the regional meetings:

                                         Votes Cast For     Votes Cast Against

             Peter Call                       77                    62*
             Robert A. DeBadts                52                     0
             Steven D. Koinzan                18                     0
             Allan W. Overhiser               76                     0
             Darell D. Sarff                  30                     0

          Other candidates:
                                         Votes Cast For

          * James Vincent                      62


<PAGE>

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

Exhibit Number                  Description

    27         Financial Data Schedule

     (b)       Reports on Form 8-K:

                No reports on Form 8-K were filed in the third quarter of fiscal
                2000.


<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                               PRO-FAC COOPERATIVE, INC.



Date:    May 8, 2000                  BY:/s/     Earl L. Powers
         -----------                         -------------------------------
                                                     EARL L. POWERS
                                               VICE PRESIDENT FINANCE AND
                                                  ASSISTANT TREASURER
                                           (Principle Financial Officer and
                                             Principle Accounting Officer)